What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 156 added, 85 removed, 457 unchanged (35% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

(In thousands)

1 unchanged sentence

Cash and cash equivalents

Assets held for sale

Short-term investments

12 unchanged sentences

Accounts payable

Liabilities held for sale

Accrued expenses:

19 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

3 unchanged sentences

Depreciation and amortization

Other operating expense, net

Operating income (loss)

Other operating (income) expense, net

Operating (loss) income

Interest expense

Interest income

Income (loss) before income tax expense

(Loss) income before income tax expense

Income tax (benefit) expense

Net income (loss)

Income (loss) per share:

Net (loss) income

(Loss) income per share:

Weighted average common shares

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three and six months ended June 30, 2025 and 2024

For the three and nine months ended September 30, 2025 and 2024

Stockholders’

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Balance at June 30, 2024

Net income, three months ended September 30, 2024

Dividends declared per common share

Compensation expense related to restricted stock awards

Purchase of shares held in treasury

Balance at September 30, 2024

Stockholders’

11 unchanged sentences

Balance at June 30, 2025

Net loss, three months ended September 30, 2025

Forfeiture of restricted stock

Dividends declared per common share

Compensation expense related to restricted stock awards

Balance at September 30, 2025

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

Statement of Cash Flows

Cash flows from operating activities:

Net (loss) income

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization

4 unchanged sentences

Loss on sale of assets, net

(Gain) on insurance claims

Other (gain), net

1 unchanged sentence

Deferred and other compensation

Changes in assets and liabilities:

Increase in receivables and prepaid expenses

Increase (decrease) in accounts payable, accrued expenses, and other liabilities

Changes in assets and liabilities, net of acquisition of AR:

Decrease in current assets

Increase in accounts payable, accrued expenses, and other liabilities

Total adjustments

6 unchanged sentences

Proceeds from sale and disposal of assets

Proceeds from insurance claims and other

Proceeds from insurance claims, redemption of investments and other

Other investing activities

3 unchanged sentences

Cash dividends paid

Purchase of treasury shares

Net cash used in financing activities

9 unchanged sentences

Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements.

In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of June 30, 2025 and the results of operations for the three and six months ended June 30, 2025 and 2024.

Results of operations for three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of September 30, 2025 and the results of operations for the three and nine months ended September 30, 2025 and 2024.

Results of operations for three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

We own or operate broadcast properties in 28 markets, including 82 FM and 3 0 AM radio stations and 79 metro signals.

1 unchanged sentence

(the “Company”) annual report on Form 10-K for the year ended December 31, 2024.

We have evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2025, for items that should potentially be recognized in these financial statements or discussed within the notes to these financial statements.

We have evaluated events and transactions occurring subsequent to the balance sheet date of September 30, 2025, for items that should potentially be recognized in these financial statements or discussed within the notes to these financial statements.

Earnings Per Share Information

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

Net income (loss)

Income (loss) allocated to unvested participating securities

Net income (loss) available to common shareholders

Net (loss) income

(Loss) income allocated to unvested participating securities

Net (loss) income available to common shareholders

Denominator for basic earnings per share — weighted average shares

2 unchanged sentences

Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions

Income (loss) per share:

There were no stock options outstanding that had an anti-dilutive effect on our earnings per share calculation for the three and six months ended June 30, 2025 and 2024, respectively.

(Loss) income per share:

There were no stock options outstanding that had an anti-dilutive effect on our earnings per share calculation for the three and nine months ended September 30, 2025 and 2024, respectively.

The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price.

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held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value.

At June 30, 2025 and December 31, 2024, we have recorded $ 9.1 million and $ 8.9 million, respectively, of held-to-maturity U.S.

At September 30, 2025 and December 31, 2024, we have recorded $ 9.2 million and $ 8.9 million, respectively, of held-to-maturity U.S.

Treasury Bills at amortized cost basis that have a fair market value of $ 9.2 million and $ 8.9 million, respectively.

Our held-to-maturity U.S.

Treasury Bills all have original maturity dates ranging from July 2025 to December 2025.

Treasury Bills all have original maturity dates ranging from October 2025 to March 2026.

Our financial instruments are comprised of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and long-term debt.

The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities.

The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the secured overnight finance rate (“SOFR”), prime rate or have been reset at the prevailing market rate at June 30, 2025.

SAGA COMMUNICATIONS, INC.

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In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss.

Our allowance for credit losses was $ 1,099,000 and $ 1,071,000 at June 30, 2025 and December 31, 2024, respectively.

The activity in the allowance for credit losses during the six months ended June 30, 2025 was as follows:

Our allowance for credit losses was $ 1,060,000 and $ 1,071,000 at September 30, 2025 and December 31, 2024, respectively.

The activity in the allowance for credit losses during the nine months ended September 30, 2025 was as follows:

Uncollectible

Accounts, Net of

Six Months Ended

Nine Months Ended

(in thousands)

June 30, 2025

Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount and permanent differences related to executive compensation.

September 30, 2025

Our effective tax rate differs from the federal statutory rate as a result of the inclusion of state taxes in the income tax amount and permanent differences related to executive compensation.

We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Significant departmental expenses included in station operating expenses for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Significant departmental expenses included in station operating expenses for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

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Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets.

Assets Held for Sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets.

Upon classification as held for sale, non-current assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell.

Depreciation or amortization on such assets ceases from the date of classification.

During the third quarter of 2025, based on our preliminary evaluation of the accounting for the following transaction as a probable qualified sale, the Company met the criteria related to certain tower assets and in the fourth quarter of 2025, the Company sold those tower sites, as described in Footnote 16, Subsequent Events.

As of September 30, 2025, assets held for sale were $ 4.4 million and liabilities held for sale were $ 840,000 .

Assets held for sale consist primarily of property, plant and equipment, net of $ 3.4 million and right of use assets of $ 900,000 , and other assets of $ 71,000 .

Liabilities held for sale consist primarily of lease liabilities.

There were no assets held for sale or liabilities held for sale as of December 31, 2024.

Reclassifications

15 unchanged sentences

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”) to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

ASU 2025-05 is effective for us for annual periods beginning January 1, 2026 and interim periods within that year.

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Disaggregation of Revenue

Revenues from contracts with customers comprised the following for three and six months ended June 30, 2025 and 2024:

Revenues from contracts with customers comprised the following for three and nine months ended September 30, 2025 and 2024:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

27 unchanged sentences

The income approach is used and it is based upon a discounted cash flow analysis incorporating significant assumptions such as projected revenues including a projected long-term growth rate, projected operating margins, projected general and administrative expenses and a discount rate appropriate for the industry.

We have one reporting unit for goodwill impairment testing purposes.

If the fair value of our reporting unit is less than the carrying amount, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds our reporting unit’s fair value.

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Amortizable intangible assets are included in other intangibles, deferred costs and investments in the consolidated balance sheets.

The Company considered the current and expected future economic and market conditions, and other potential indicators of impairment and determined a triggering event had not occurred which would necessitate any interim impairment tests during the six months ended June 30, 2025.

We will continue to monitor changes in economic and market conditions, and if any event or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time.

17 unchanged sentences

The holders of the Common Stock, voting as a single class with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, were entitled to elect the remaining directors.

The Board of Directors consisted of seven members at June 30, 2025.

Currently, our Board of Directors consists of seven members.

The Board of Directors consisted of eight members at September 30, 2025.

Currently, our Board of Directors consists of eight members.

Holders of Common Stock are not entitled to cumulative voting in the election of directors.

5 unchanged sentences

Upon our liquidation, dissolution, or winding-up, the holders of Class A Common Stock are entitled to share ratably in accordance with the number of shares held in all assets available for distribution after payment in full of creditors.

The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through June 30, 2025:

The following summarizes information relating to the number of shares of our Common Stock issued in connection with stock transactions through September 30, 2025:

Common Stock Issued

5 unchanged sentences

Forfeiture of restricted stock

Balance, June 30, 2025

Balance, September 30, 2025

We have a Stock Buy-Back Program (the “Buy-Back Program”) to allow us to purchase up to $ 75.8 million of our Class A Common Stock.

As of June 30, 2025, we have remaining authorization of $ 17.7 million for future repurchases of our Class A Common Stock.

As of September 30, 2025, we have remaining authorization of $ 17.7 million for future repurchases of our Class A Common Stock.

On September 14, 2017, the Board of Directors authorized the repurchase of our Class A Common Stock under our trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1.

6 unchanged sentences

We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan.

During the three and six months ended June 30, 2025 and 2024, no shares were repurchased under the Buy-Back Program.

As part of our overall capital allocation plan for fiscal year 2025, we intend to use a portion of the proceeds from the potential sale of non-core assets to fund stock buybacks under the Buy-Back Program, which may include open market purchases, block trades or other forms of buybacks.

During the three and nine months ended September 30, 2025 and 2024, no shares were repurchased under the Buy-Back Program.

As part of our overall capital allocation plan for fiscal year 2025, we intend to use a portion of the proceeds from the sale of non-core assets to fund stock buybacks under the Buy-Back Program, which may include open market purchases, block trades or other forms of buybacks.

We lease certain land, buildings and equipment for use in our operations.

5 unchanged sentences

Our lease agreements do not contain any residual value guarantees or material restrictive covenants.

As of June 30, 2025, we do not have any non-cancellable operating lease commitments that have not yet commenced.

As of September 30, 2025, we do not have any non-cancellable operating lease commitments that have not yet commenced.

ROU assets are classified within other intangibles, deferred costs and investments, net on the condensed consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

ROU assets were $ 6.2 million and $ 6.9 million at June 30, 2025 and December 31, 2024 respectively.

Lease liabilities were $ 6.5 million and $ 7.3 million at June 30, 2025 and December 31, 2024, respectively.

During the six months ended June 30, 2025, we recorded additional ROU assets under operating leases of $ 35,000 .

ROU assets were $ 5.0 million and $ 6.9 million at September 30, 2025 and December 31, 2024 respectively.

Lease liabilities were $ 5.3 million and $ 7.3 million at September 30, 2025 and December 31, 2024, respectively.

During the nine months ended September 30, 2025, we recorded additional ROU assets under operating

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

lease liabilities during the three and six months ended June 30, 2025 and 2024 totaled $ 430,000 , $ 964,000 , $ 445,000 , and $ 973,000 , respectively.

leases of $ 35,000 .

Payments on lease liabilities during the three and nine months ended September 30, 2025 and 2024 totaled $ 484,000 , $ 1,448,000 , $ 483,000 , and $ 1,456,000 , respectively.

Lease expense includes cost for leases with terms in excess of one year.

For the three and six months ended June 30, 2025 and 2024, our total lease expense was $ 407,000 , $ 887,000 , $ 475,000 and $ 950,000 , respectively.

For the three and nine months ended September 30, 2025 and 2024, our total lease expense was $ 48,000 , $ 1,369,000 , $ 483,000 and $ 1,432,000 , respectively.

Short-term lease costs are de minimis in nature.

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at June 30, 2025 (in thousands):

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at September 30, 2025 (in thousands):

Years Ending December 31,

1 unchanged sentence

Present value of lease liabilities (d)

(a) Remaining payments are for the six-months ending December 31, 2025.

(a) Remaining payments are for the three-months ending December 31, 2025.

(b) Lease payments include options to extend lease terms that are reasonably certain of being exercised.

There were no legally binding minimum lease payments for leases signed but not yet commenced at June 30, 2025.

There were no legally binding minimum lease payments for leases signed but not yet commenced at September 30, 2025.

Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date.

(d) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 5.9 years and 5.9 % , respectively, at June 30, 2025.

(d) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 5.0 years and 5.98 % , respectively, at September 30, 2025.

Acquisitions and Dispositions

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Pro Forma Results of Operations for Acquisitions (Unaudited)

The following unaudited results of our operations for the three and six months ended June 30, 2025 are actual results and the unaudited proforma results of operations for the three and six months ended June 30, 2024 assume the 2024 acquisitions occurred as of January 1, 2024.

The following unaudited results of our operations for the three and nine months ended September 30, 2025 are actual results and the unaudited proforma results of operations for the three and nine months ended September 30, 2024 assume the 2024 acquisitions occurred as of January 1, 2024.

The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects.

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

5 unchanged sentences

Depreciation and amortization

Other operating expense (income), net

Operating income (loss)

Other operating (income) expense, net

Operating (loss) income

Interest expense

Interest income

Other income, net

Income (loss) before income tax expense

(Loss) income before income tax expense

Income tax (benefit) expense

Net income (loss)

Income (loss) per share:

Income tax expense of $ 385,000 was recorded for the three months ended June 30, 2025 compared to $ 955,000 for the three months ended June 30, 2024.

The effective tax rate was approximately 25.4 % for the three months ended June 30, 2025 compared to 27.6 % for the three months ended June 30, 2024.

An income tax benefit of $ 200,000 was recorded for the six months ended June 30, 2025 compared to income tax expense of $ 375,000 for the six months ended June 30, 2024.

The effective tax rate was approximately 30.9 % for the six months ended June 30, 2025 compared to 28.9 % for the six months ended June 30, 2024.

Net (loss) income

(Loss) income per share:

Income tax expense of $ 95,000 was recorded for the three months ended September 30, 2025 compared to $ 590,000 for the three months ended September 30, 2024.

The effective tax rate was approximately 21.7 % for the three months ended September 30, 2025 compared to 31.8 % for the three months ended September 30, 2024.

An income tax benefit of $ 105,000 was recorded for the nine months ended September 30, 2025 compared to income tax expense of $ 965,000 for the nine months ended September 30, 2024.

The effective tax rate was approximately 9.7 % for the nine months ended September 30, 2025 compared to 30.6 % for the nine months ended September 30, 2024.

The change in the effective tax rate was attributable to the effect of state income tax expense.

Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e.

26 unchanged sentences

All stock options granted were fully vested and expensed at December 31, 2012;

therefore, there was no compensation expense related to stock options for the three and six months ended June 30, 2025 and 2024, respectively.

There were no stock options granted during 2025 or 2024 and there were no stock options outstanding as of June 30, 2025.

therefore, there was no compensation expense related to stock options for the three and nine months ended September 30, 2025 and 2024, respectively.

There were no stock options granted during 2025 or 2024 and there were no stock options outstanding as of September 30, 2025.

All outstanding stock options were exercised in 2017.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following summarizes the restricted stock transactions for the six months ended June 30, 2025:

The following summarizes the restricted stock transactions for the nine months ended September 30, 2025:

Outstanding at January 1, 2025

Non-vested and outstanding at June 30, 2025

For the three and six months ended June 30, 2025 and 2024, we had $ 603,000 , $ 1,130,000 , $ 520,000 and $ 973,000 , respectively, of total compensation expense related to restricted stock-based compensation arrangements.

Non-vested and outstanding at September 30, 2025

For the three and nine months ended September 30, 2025 and 2024, we had $ 518,000 , $ 1,648,000 , $ 474,000 and $ 1,447,000 , respectively, of total compensation expense related to restricted stock-based compensation arrangements.

This expense is included in corporate general and administrative expenses in our results of operations.

The associated tax benefit recognized for the three and six months ended June 30, 2025 and 2024 was $ 159,000 , $ 297,000 , $ 137,000 and $ 256,000 , respectively.

The associated tax benefit recognized for the three and nine months ended September 30, 2025 and 2024 was $ 136,000 , $ 433,000 , $ 125,000 and $ 381,000 , respectively.

Long-Term Debt

Long-term debt consisted of the following:

September 30,

(In thousands)

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR ( 4.45 % at June 30, 2025), plus 1 % to 2 % or the base rate plus 0 % to 1 % .

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR ( 4.24 % at September 30, 2025), plus 1 % to 2 % or the base rate plus 0 % to 1 % .

The spread over SOFR and the base rate vary from time to time, depending upon our financial leverage.

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We previously paid quarterly commitment fees of 0.2 % to 0.3 % per annum on the unused portion of the Credit Facility.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at June 30, 2025) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

We have approximately $ 45 million of unused borrowing capacity under the Credit Facility at June 30, 2025 and December 31, 2024.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at September 30, 2025) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

We have approximately $ 45 million of unused borrowing capacity under the Credit Facility at September 30, 2025 and December 31, 2024.

From time to time, the Company may be involved in various legal proceedings that are incidental to the Company’s business.

In management’s opinion, the Company is not a party to any current legal proceedings that are material to its financial condition, either individually or in the aggregate.

During the six months ended June 30, 2025, the Company’s Board of Directors have declared two quarterly cash dividends on its Class A Common Stock.

These dividends totaling $ 0.50 per share and approximately $ 3.2 million were paid as of June 30, 2025.

During the six months ended June 30, 2024, the Company’s Board of Directors declared two quarterly cash dividends and a variable dividend on its Class A Common Stock.

These dividends totaling $ 1.10 per share and approximately $ 6.9 million were paid during 2024.

During the nine months ended September 30, 2025, the Company’s Board of Directors have declared three quarterly cash dividends on its Class A Common Stock.

These dividends totaling $ 0.75 per share and approximately $ 4.8 million were paid as of September 30, 2025.

During the nine months ended September 30, 2024, the Company’s Board of Directors declared three quarterly cash dividends and a variable dividend on its Class A Common Stock.

These dividends totaling $ 1.35 per share and approximately $ 8.5 million were paid or accrued during 2024.

Additionally, $ 12.5 million was paid in 2024, relating to the special dividend declared in December 2023.

5 unchanged sentences

Other Income and Loss

During the nine months ended September 30, 2025, we had weather-related damages in Illinois, Ohio and South Carolina and damage to a vehicle in Virginia.

The Company’s insurance policy provides coverage for repairs and replacements.

As a part of the insurance settlement, the Company received cash proceeds of $ 105,000 , resulting in a gain of $ 105,000 , which is recorded in other (income) expense, net, in the Company’s Condensed Consolidated Statement of Operations.

During the nine months ended September 30, 2024, we had weather-related damages to properties in Ohio and Florida.

The Company’s insurance policy provides coverage for repairs and replacements.

As a part of the insurance settlement during the third quarter of 2024, the Company received cash proceeds of $ 78,000 , resulting in a gain of $ 78,000 , which is recorded in other (income) expense, net, in the Company’s Condensed Consolidated Statement of Operations.

During the second quarter of 2024, the Company received $ 1,133,000 related to the sale of an investment in Broadcast Music, Inc.

8 unchanged sentences

The payment was made to the estate on July 31, 2025.

As previously disclosed, the Radio Music Licensing Committee (“RMLC”), of which we are a represented participant entered into an Interim License Agreement with Broadcast Music, Inc.

(“BMI”) that was effective January 1, 2022 and will remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026.

We anticipate that an agreement will be finalized in the 3 rd or 4 th quarter of 2025.

We may incur additional expenses related to that agreement.

It is too early to tell the financial impact of the new agreement.

As previously disclosed, the Radio Music Licensing Committee (“RMLC”), of which we are a represented participant, entered into Interim License Agreements with both the American Society of Composers, Authors and Publishers (“ASCAP”) and the Broadcast Music, Inc.

(“BMI”) that were effective January 1, 2022 and remained in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026.

On August 19, 2025, the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York.

The settlements established final license fee rates which apply retroactively for the period from January 1, 2022 through September 30, 2025 and on a go forward basis until December 31, 2029.

During the third quarter of 2025, the Company recorded an aggregate of approximately $ 2.1 million related to the ASCAP and BMI retroactive rate adjustments in the station operating expenses in the Company’s Condensed Consolidated Statement of Operations.

Related Party Transactions

Change in Control Agreement

On September 29, 2025, Wayne Leland, Senior Vice President/ Chief Operating Officer, entered into a Change in Control Agreement with the Company.

A change in control is defined to mean the occurrence of (a) any person or group becoming the beneficial owner, directly or indirectly, of more than 30 % of the combined voting power of the Company’s then outstanding securities;

(b) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 50 % of the combined voting securities of the Company or such surviving entity;

or (c) the approval of the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets.

If there is a change in control, the Company shall pay a lump sum payment within 45 days thereof of 1.5 times the average of the executive’s last three full calendar years of such executive’s base salary and any annual cash bonus paid.

In the event that such payment constitutes a “parachute payment” within the meaning of Section 280G subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, the Company shall pay the executive an additional amount so that the executive will receive the entire amount of the lump sum payment before deduction for federal, state and local income tax and payroll tax.

In the event of a change in control (other than the approval of plan of liquidation), the Company or the surviving entity may require as a condition to receipt of payment that the executive continue in employment for a period of up to six months after consummation of the change in control.

During such six months , executive will continue to earn his pre-existing salary and benefits.

In such case, the executive shall be paid the lump sum payment upon completion of the continued employment.

If, however, the executive fails to remain employed during this period of continued employment for any reason other than (a) termination without cause by the Company or the surviving entity, (b) death, (c) disability or (d) breach of the agreement by the Company or the surviving entity, then executive shall not be paid the lump sum payment.

In addition, if the executive’s employment is terminated by the Company without cause within six months prior to the consummation of a change in control, then the executive shall be paid the lump sum payment within 45 days of such change in control.

Subsequent Events

As part of the Company’s overall capital allocation plan, the Company is assessing the potential sale of non-core assets.

On October 17, 2025 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, GTC Uno, LLC (“GTC”) and certain of the Company’s subsidiaries (the “Subsidiaries”), under which the Subsidiaries agreed to sell 24 telecommunications towers and related real property and other assets located at 22 sites (the “GTC Assets”) for a total purchase price of approximately $ 10.7 million (the “GTC Disposition”).

The Purchase Agreement contains customary representations and warranties made by the Company, GTC and the Subsidiaries.

On the Closing Date, the parties closed on the sale of the 22 tower sites.

Sales proceeds, net of brokerage commissions and certain adjustments, of approximately $ 8.7 million were paid to the Company, with the remaining purchase price of $ 1.8 million paid into escrow.

The Company anticipates that the remaining escrowed funds will be released within the next six months upon receipt of landlord consents to assign the leases on the real property where the four of the towers are located.

To the extent such consents are not received, the sale for those sites will be unwound and will revert to the applicable Subsidiary.

Simultaneously with the closing, each Subsidiary entered into an Antenna Site Lease Agreement (a “Lease”) with GTC for the Company’s continued use of the towers that were sold, pursuant to which the Subsidiaries have agreed to make annual lease payments of $ 1.00 per annum.

Each Lease has a term of 25 years .

In connection with entering into the purchase agreement described above, the Company entered into a Fourth Amendment (“Fourth Amendment”) to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A.

and The Huntington National Bank (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders (“Agent”), (i) reducing the aggregate amount of the Lender’s revolving commitments from $ 50,000,000 to $ 40,000,000 , and (ii) releasing the Agent’s security interest in the GTC Assets, but not any proceeds paid for the GTC Assets or any other collateral.

The Company is currently working through the accounting implications of the sale of the towers, the lease accounting and the credit amendment, which it will finalize in the fourth quarter of 2025.

As of September 30, 2025, assets held for sale were $ 4.4 million and liabilities held for sale were $ 840,000 .

Assets held for sale consist primarily

of property, plant and equipment, net of $ 3.4 million and right of use assets of $ 900,000 , and other assets of $ 71,000 .

Liabilities held for sale consist primarily of lease liabilities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements